DIRECTORS' REPORT Dear Shareholders, Your Directors are pleased to present the 36th Annual Report and company's audited financial statement for the financial year ended 31st March, 2015. OPERATIONS During the year ended March 31, 2015, your Company has achieved a Total turnover of Rs. 1071.60 Crores as compared to Rs. 974.77 Crores in the previous year, thereby increasing by 9.93% as compared with previous year. The Company has earned a net Profit of Rs. 64.14 Crores as against the profit of Rs. 21.75 Crores in last year. The earning per share (EPS) for the financial year 2014-15 stood at Rs. 10/- against Rs. 3.47/- during previous year. On consolidated basis, the total income of your company and its subsidiaries stands at Rs. 1071.67 Crores. FUTURE OUTLOOK Our focus on building new age Construction that will transform the face of India- our future growth charter is strategically mapped to deliver value, not only for the organization and stakeholders, but also for nation at large. DIVIDEND In order to conserve the resources of the Company for future growth, your Directors have not recommended any dividend for the financial year ended March 31, 2015. TRANSFER TO RESERVES During the year under review, Rs. 2.45 Crores was adjusted to General Reserves of the Company against Depreciation on transitional period as per Sch. II of the Companies Act, 2013. SHARE CAPITAL The Company has only one kind of Shares i.e. Equity shares with same voting rights. During the year under review, the issued, subscribed and paid-up capital stood at Rs. 13.40 Crores as at March 31, 2015 against Rs. 12.55 Crores as at 31st March, 2014. During the year under review, the Company has issued & allotted 42.25 lac equity shares of Rs. 2/- each at an issue price of Rs. 118/- per share to Mr. Bikramjit Ahluwalia & Mrs. Sudershan Walia Promoters of the Company on preferential basis on December 5, 2014. Further, the Company has neither allotted any sweat equity shares nor does any buy back of shares during the year under review. SUBSIDIARIES As on March 31, 2015, the Company has five subsidiary companies namely Premsagar Merchants Pvt. Ltd., Splendor Distributors Pvt. Ltd., Jiwanjyoti Traders Pvt. Ltd., Dipesh Mining Pvt. Ltd. and Paramount Dealcomm Pvt. Ltd. There has been no material change in the nature of the business of the subsidiaries and there is no company which have become or ceased to become subsidiary, joint-venture or Associate Company during the year under review. In accordance with Section 129(3) of the Companies Act, 2013, the Company has prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, a statement containing the salient features of the financial statement of our subsidiaries in the prescribed format Annexure-I AOC 1 is attached to the financial statements of the Company. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website www.acilnet.com These documents will also be available for inspection during business hours at our registered office. PUBLIC DEPOSITS During the year under review, your company has neither invited nor accepted any public deposits from the public. CORPORATE GOVERNANCE The Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best corporate governance practices as present in Industry. The report on Corporate Governance as stipulated under the Listing Agreement forms an integral part of this Report. The requisite certificate from the Practicing Company Secretary of the Company confirming compliance with the conditions of corporate governance is attached to the report on Corporate Governance. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review, as stipulated under clause 49 of the Listing Agreement entered with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. LISTING WITH STOCK EXCHANGES The equity shares of the Company continue to remain listed with the National Stock Exchange of India Limited (NSE), Bombay Stock Exchange Limited (BSE) and Calcutta Stock Exchange (CSE). The Listing fees payable to all the exchanges for the financial year 2015-16 have been paid. (As per the Direction & Circular of the SEBI - Jaipur Stock Exchange (JSE) & Delhi Stock Exchange (DSE) ceased to be exchanges and hence listing fees has not been paid to these Stock Exchanges.) CORPORATE SOCIAL RESPONSIBILITY (CSR) The composition, terms of reference etc. of the CSR Committee are laid out in the Corporate Governance Report which forms part of this Annual Report. Further, the CSR policy of the Company has been uploaded on to the Company website www.acilnet.com <http://www.acilnet.com>. The said policy coming into force of the Companies Act, 2013 relating to corporate social responsibility, however, has resulted in a re-conceptualization of the term in Applicability by the Company in order to align it with the new legislation, as a consequence of which no part of the expenditure earlier believed to be CSR qualifies as such. This has led to the Company not being able to meet the requirements of minimum spend of two percent of the average net profits of the Company for the three immediately preceding financial years, in pursuance of the CSR Policy of the Company, during the financial year under review. EXTRACT OF ANNUAL RETURN In accordance with Section 134(3)(a) of the Companies Act, 2013, an extract of the annual return in the prescribed format is appended as Annexure-2 to the Board's Report. DIRECTORS AND KEY MANAGERIALPERSONNEL During the year under review, Mr. Bikramjit Ahluwalia was re-appointed as the Managing Director of the Company for a period of 3 years upto 31st March, 2018. His appointment was also approved by the members through Postal ballot. Further, Mr.Shobhit Uppal, Dy. Managing Director was also re-appointed for a period of three years upto 31st March, 2018. Mrs. Mohinder Kaur Sahlot, who was appointed as an additional director in the category of an Independent & Women Director with effect from March 30, 2015, who shall not liable to retire by rotation. Her appointment is to be ratified by the Shareholders in the forthcoming Annual General Meeting of the Company. During the period under review, Mr. Sunil Kumar Sachdeva is appointed as Chief Financial Officer (CFO) of the Company by the Board on 30/05/2014 and also resigned from Chief Financial Officer (CFO) of the Company w.e.f. Oct. 1, 2014. Subsequently, Mr. Satbeer Singh was appointed as Chief Financial Officer (CFO) of the Company w.e.f 30.03.2015. In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr.Vinay Pal, Director of the Company, retire by rotation at the ensuing Annual General Meeting and being eligible have offered himself for re-appointment. NUMBER OF MEETINGS OF THE BOARD The Board met Eight times during the financial year under review viz; on May 9,2014, May 30,2014, July 1, 2014, August 14,2014, November 14, 2014, December 5, 2014, February 12,2015 and March 30,2015. The necessary quorum was present in all these meetings. The intervening gap between any two meetings was not more than one hundred and twenty days as prescribed by the Companies Act, 2013. The composition of the Board, details of these meetings and the attendance in these meetings are given separately under the Corporate Governance report, which forms part of this report. Further a separate meeting of the Independent Director of the Company was also held on 31-03-2015, whereat the prescribed items enumerated under Schedule IV of the Companies Act, 2013 and clause 49 of the listing agreement were discussed. COMMITTEES OF THE BOARD The Board has six committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders' Relationship Committee, Corporate Social Responsibility Committee, Whistle Blower Committee and Risk Management Committee. The details pertaining to the composition of above committees & their meetings are given separately under the Corporate Governance Report, which forms part of this report. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION: The policy of the Company on directors' appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters provided under Sub section (3) of Section 178 of the Companies Act, 2013, adopted by the Board, has been separately disclosed in the corporate governance report, which forms part of the Board's Report. BOARD EVALUATION In pursuance to the provisions of the Companies Act,2013 and clause 49 of the Listing Agreement, the Board has carried out annual performance evaluation of its own performance, the directors individually as well the evaluation of the working of committees. The performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of the criteria such as the Board composition and structure, board meetings and effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the compliance with the terms of reference of the committees, composition of committees, functions and duties, committee meetings & procedures, etc. The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings, attendance, independent judgment etc. In addition, the Chairman was also evaluated on the basis of criteria such as leadership, managing relationship, conducting board meetings etc. In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors. The same was discussed in the board meeting that followed the meeting of the independent directors, at which the performance of the Board, its committees and individual directors was discussed. The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors. The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link: www.acilent.com DECLARATION OF INDEPENDENT DIRECTORS The Company has received necessary declarations from each of the independent directors that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 read with Clause 49 of the Listing Agreement. MATERIAL CHANGES AND COMMITMENTS SUBSEQUENT TO THE BALANCE SHEET During the year under review, there was no change in the nature of business of the Company. The Company has re-appointed Mr. Vinay Pal, Whole Time Director of the Company w.e.f. 14.08.2015 DIRECTORS' RESPONSIBILITY STATEMENT Your Directors state that: a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same; b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the profit of the Company for the year ended on that date; c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; d) The Directors have prepared the annual accounts on a 'going concern' basis; e) The Directors have laid down internal financial controls to be followed by the Company and that Such internal financial controls are adequate and are operating effectively; and f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively. AUDITORS AND AUDITORS' REPORT STATUTORY AUDITORS M/s. Arun K Gupta & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for re-appointment. The Notes on financial statement referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditors' Report does not contain any qualification, reservation or adverse remark. COST AUDITORS The Board has appointed M/s Jitender Navneet & Co. Cost Accountants 2-D, OCS Apartments, Mayur Vihar- Phase-1 Delhi-110091 as the cost auditors for conducting the audit of cost records of the Company for the financial year 2015-16. The Cost Audit Report for Financial Year 2014-15 would be filed with the Central Government within the stipulated time period. SECRETARIAL AUDITOR The Board has appointed Mr. Santosh Kumar Pradhan, Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as Annexure-3 to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED Particulars of loans given, investments made, guarantees given and securities provided along with the purpose for which the loan or guarantee or security is proposed to be utilized by the recipient are provided in the standalone financial statement. (Please refer to Note 13, 15 and 37 to the standalone financial statement). PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES All contracts / arrangements / transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had entered seven contracts / arrangement / transaction with related parties which could not be considered material in accordance with the policy of the Company on materiality of related party transactions. The Board of Directors has considered and approved all contracts and arrangements in the ordinary course of business of the company and nothing material in value of transactions. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website at the link: <http://www.acilnet.com> Information on transactions with related parties pursuant to Section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure-4 in Form AOC-2 and the same forms part of this report. Your Directors draw attention of the members to Note 42 to the financial statement which sets out related party disclosures. RISK MANAGEMENT During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework; and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, IT, legal, regulatory, reputational and other risks have been identified and assessed and there is an adequate Risk management infrastructure in place capable of addressing those risks. A Risk management Policy was reviewed and approved by the Committee. The Company has introduced several improvements to Integrated Enterprise Risk Management, Internal Controls Management and Assurance Frameworks and processes to drive a common integrated view of risks, optimal risk mitigation responses and efficient management of internal control and assurance activities. This integration is enabled by all three being fully aligned across wide Risk Management, Internal Control and Internal Audit methodologies and processes. INTERNAL FINANCIAL CONTROLS The Company has in place adequate internal financial controls with reference to financial statements. During the year, such controls were tested and no reportable material Weakness in the design or operation were observed. INSIDER TRADING REGULATIONS Based on the requirements under SEBI (Prohibition and Insider Trading) Regulation, 2015, as recommended from time to time, the code of conduct for prevention of insider trading is in force in your company. The Board of Directors of the Company has adopted the Code of practices and procedures for fair disclosure of unpublished price sensitive information in compliance with Chapter IV of the said Regulations. VIGIL MECHANISM The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliances. Protected disclosures can be made by a whistle blower through an e-mail, or dedicated telephone line or a letter to the Whistle Blower Committee or to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. The Policy on vigil mechanism and whistle blower policy may be accessed on the Company's website at the link: www. acilnet.com CONSOLIDATED FINANCIAL STATEMENT In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report. HUMAN RESOURCES (HR) The Human Resources Department creates, encourages, 26 and maintains an environment that supports, develops and sustains the well-being of Ahluwalia Contracts (India) Ltd. employees and broader community. We do this by being a knowledgeable, approachable, professional resource in providing quality services in the areas of employee relations, benefits, recruitment and retention, organizational development, compensation, and human resource information management. We will seek to implement human resource best practices and innovative human resource solutions. We develop and communicate sound policies and procedures that balance the needs of employees and the needs of the Company while ensuring compliance. We deliver our services in support of the Company's mission of excellence, faith, leadership, and service. SEXUAL HARASSMENT POLICY DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 In accordance with the provisions under section 21 of the Sexual Harassment of Women at Workplace (Prevention ,Prohibition and Redressal) Act, 2013 and the Rules made there under, the Company formulated an Internal Policy on Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) during the year under review. The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of its occurrence. A three member Internal Complaints Committee (ICC) has been constituted/reconstituted in accordance with the Act.The ICC is responsible for Redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy. During the year the company has not received any complaint and thereafter the company under review there were no complaints referred to the ICC. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION Since your company does not own manufacturing facility the requirement particulars relating to conservation of energy, research and development and technology as prescribed under the companies (disclosure of particulars in the report of the Board of Directors) rules 2014 are not applicable. The foreign exchange earning & outgo of the Company is as follows: PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies 2013 (Appointment and Remuneration of Managerial Personnel) Rules, 2014 no employee was in receipt of remuneration exceeding specified limits as prescribed rules. Having regard to the provisions of the first proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection at the registered office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request. The full Annual Report including the aforesaid information is being sent electronically to all those members who have registered their email addresses and is available on the Company's website. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF): The company has, during the year under review, transferred a sum of Rs. 1,17,349.00 to Investor Education and protection fund, in compliance with provisions of the Companies Act, 2013. The said amount represents dividend for the year 2006-07 which remained unclaimed by the shareholders of the company for period exceeding 7 years from its due date of payment. ACKNOWLEDGEMENTS Your Directors would like to express their appreciation for assistance and cooperation received from Banks, Government Authorities, Clients, Vendors and members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the executives, staff and workers of the Company. On behalf of the Board of Directors (BIKRAMJIT AHLUWALIA) Chairman& Managing Director DIN No. 00304947 Dated: 13-08-2015 Regd. Office: Plot No. A-177, Okhla Industrial Area Phase-I, New Delhi-110020 |